UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------
FORM 8-K
----------------------------------------
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
November 1, 2004
FIORANO INC.
(Exact name of registrant as specified in its charter)
Delaware 000-50415 98-0407798
(State or other jurisdiction (Commission (IRS Employer ID No.)
of Incorporation) File Number)
Suite 850 - 36 Toronto Street
Toronto, ON, M5C 2C5
(Address and Telephone Number of Registrant's Principal
Executive Offices and Principal Place of Business)
943 Delaware Rd.
Burbank, California 91504
(Former name or former address, if changed since last report)
Item 5.01 Changes in Control of Registrant.
On November 1, 2004 (the "Effective Date"), pursuant to an agreement between
Fiorano, Inc., Shawn Pecore and Portavie Technologies, Inc. ("Agreement"), Shawn
Pecore purchased 100,000 shares of Fiorano, Inc. outstanding common stock for
total consideration of $25,000. The 100,000 shares purchased in this transaction
represent all of the issued and outstanding common stock.
Pursuant to the terms of the Agreement, Edward Ganter and Mary Rustia resigned
from the Company's Board of Directors and Shawn Pecore was appointed to the
Board of Directors of the Company. In addition, Shawn Pecore was appointed as
President and Chief Executive Officer of Fiorano, Inc., and Edward Ganter and
Mary Rustia resigned as Co-Presidents, Co-Chief Executive Officers and Co-Chief
Financial Officers of Fiorano, Inc.
The following table sets forth information regarding the beneficial ownership of
the shares of the Common Stock on November 1, 2004, by (i) each person known by
the Company to be the beneficial owner of more than five percent (5%) of the
Company's outstanding shares of Common Stock, (ii) each director of the Company,
(iii) the executive officers of the Company, and (iv) by all directors and
executive officers of the Company as a group, prior to and upon completion of
this Offering. Each person named in the table, has sole voting and investment
power with respect to all shares shown as beneficially owned by such person and
can be contacted at the address of the Company.
NAME OF SHARES OF
TITLE OF CLASS BENEFICIAL OWNER COMMON STOCK PERCENT OF CLASS
- -------------- ---------------- ------------ ----------------
5% STOCKHOLDERS
Common Shawn Pecore 100,000 100%
DIRECTORS AND NAMED EXECUTIVE
OFFICERS
Common Shawn Pecore 100,000 100%
DIRECTORS AND 100,000 100%
OFFICERS AS A
GROUP
The following is a biographical summary of the directors and officers of the
Company:
Shawn Pecore
Mr. Pecore brings fifteen years of diversified financial and engineering
experience. During the last eight years he has been involved with corporate &
personal financial planning.
7. Financial Statements and Exhibits
(a) None
(b) None
(c) Exhibits
Number Exhibit
- ------ -------
10.1 Stock Purchase Agreement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIORANO, INC.
By: /s/ Shawn Pecore
---------------------------
Shawn Pecore
President
November 12, 2004